exhibit102






                                                           EXECUTION VERSION                     AMENDMENT NO. 9 TO CREDIT AGREEMENT               THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT, dated as of May 9, 2018 (this  “Amendment”), by and among MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. (f/k/a M/A- COM  Technology  Solutions  Holdings,  Inc.),  a  Delaware  corporation  (the  “Borrower”),  GOLDMAN  SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”),  Swing Line Lender and an L/C Issuer, the Extending Revolving Credit Lender (as defined below) and the  Lenders constituting Required Revolving Credit Lenders (capitalized terms used but not defined herein  having the meanings provided in the Credit Agreement referred to below).                                     RECITALS:               WHEREAS, reference is hereby made to that certain Credit Agreement, dated as of May  8, 2014 (as amended by (i) that certain Incremental Amendment, dated as of February 13, 2015, (ii) that  certain  Incremental  Term  Loan  Amendment,  dated  as  of  August  31,  2016,  (iii)  that  certain  Second  Incremental  Amendment,  dated  as  of  March  10,  2017,  (iv)  that  certain  Amendment  No.  4  to  Credit  Agreement, dated as of March 10, 2017, (v) that certain Refinancing Amendment, dated as of March 10,  2017,  (vi)  that  certain  Second  Refinancing  Amendment,  dated  as  of  May  19,  2017,  (vii)  that  certain  Second  Incremental  Term  Loan  Amendment,  dated  as  of  May  19,  2017,  and  (viii)  that  certain  Amendment  No.  8  to  Credit  Agreement  (the  “Extension  Amendment”),  dated  as  of  May  2,  2018,  collectively,  the  “Credit  Agreement,”  and,  as  amended  by  this  Amendment,  the  “Amended  Credit  Agreement”),  among  the  Borrower,  each  Lender  from  time  to  time  party  thereto  and  GS  as  the  Administrative Agent, the Collateral Agent, the Swing Line Lender and an L/C Issuer;               WHEREAS, Section 2.18 of the Credit Agreement permits the Borrower to request that  Lenders  under  any  Existing  Revolving  Credit  Loan  Facility  (each  such  Lender  as  of  the  date  hereof,  immediately prior to the Ninth Amendment Effective Date (as defined below), an “Existing Lender”)  extend the scheduled final maturity date with respect to all or a portion of their Existing Revolving Credit  Commitments  (as  defined  below)  by  converting  all  or  a  portion  of  such  Existing  Revolving  Credit  Commitments into a New Extended Revolving Credit Commitment (as defined below) pursuant to the  procedures described therein;               WHEREAS,  in  accordance  with  such  procedures,  the  Borrower  has  requested  that  the  Existing  Lender,  holding  a  Revolving  Credit  Commitment  with  a  scheduled  final  maturity  of  May  8,  2019,  extend  the  scheduled  final  maturity  of  such  Revolving  Credit  Commitment  (the  “Existing  Revolving Credit Commitment”), such extension to be effected by converting the Existing Revolving  Credit  Commitment  of  such  Existing  Lender  into  a  New  Extended  Revolving  Credit  Commitment,  subject to the terms and conditions set forth herein;               WHEREAS, the Existing Lender party hereto, as the Extended Revolving Credit Lender  (as defined below), agrees, subject to the terms and conditions set forth herein, to convert the amount of  its Existing Revolving Credit Commitment and specified on its Revolving Credit Extension Election in  the form attached hereto as Exhibit A (a “Revolving Credit Extension Election”) into a New Extended  Revolving  Credit  Commitment  (such  Existing  Lender  with  respect  to  its  Existing  Revolving  Credit  Commitment so converted, the “Extending Revolving Credit Lender”);               WHEREAS, Section 2.18(e) of the Credit Agreement permits, subject to the limitations  set forth therein, at any time following the establishment of a Revolving Credit Loan Extension Series,  the  Borrower  to  offer any  Lender of  a relevant  Existing  Revolving  Credit  Loan  Facility  who  failed to  make  a  Revolving  Credit  Extension  Election  in  respect  of  all  or  a  portion  of  its  Revolving  Credit  Commitments on or prior to the date specified in a prior Extension Request relating to such Revolving    1997166-NYCSR07A - MSW  





 






Credit Loan Extension Series, the right to convert all or any portion of its Revolving Credit Commitments  (and  related  extensions  of  credit)  under  the  respective  Existing  Revolving  Credit  Loan  Facility  into  Extended Revolving Credit Commitments (and related extensions of credit) under such Revolving Credit  Loan Extension Series; provided that (i) such offer and any related acceptance shall be on identical terms  (subject to limited exceptions set forth in Section 2.18(e) of the Credit Agreement) to those offered to the  Lenders who agreed to convert their Revolving Credit Commitments under the Existing Revolving Credit  Loan Facility into Extended Revolving Credit Commitments pursuant to the respective Extension Request  and (ii) any Lender which agrees to an extension pursuant to Section 2.18(e) of the Credit Agreement  shall  enter  into  a  joinder  agreement  to  the  respective  Extension  Amendment  in  form  and  substance  reasonably satisfactory to the Administrative Agent and the Borrower and executed by such Lender, the  Administrative Agent and the Borrower;               WHEREAS,  pursuant  to  Section  10.01  of  the  Credit  Agreement,  the  Borrower,  the  Administrative Agent and the Revolving Credit Lenders party hereto, who shall on the Ninth Amendment  Effective Date constitute the Required Revolving Credit Lenders, agree to certain additional amendments  to the Credit Agreement as set forth herein;               NOW, THEREFORE, in consideration of the premises and agreements, provisions and  covenants herein contained, the parties hereto agree as follows:                  SECTION 1.  Joinder Agreement.  Subject to the satisfaction of the conditions set     forth in Section 4 hereof:               (a)   The  Extending  Revolving  Credit  Lender  by  its  execution  and  delivery  of  a  Revolving Credit Extension Election hereby (i) agrees that posting of a draft of this Amendment for its  review shall constitute an offer by the Borrower for the Extending Revolving Credit Lender to convert all  of  its  Existing  Revolving  Credit  Commitments  into  Extended  Revolving  Credit  Commitments;  (ii)  accepts such offer and consents to the terms of the Existing Revolving Credit Loan Extension Series, the  Extension Amendment and this Amendment; and (iii) agrees that the amount of its Existing Revolving  Credit Commitment and specified on its Revolving Credit Extension Election shall be converted into a  New Extended Revolving Credit Commitment as of the Ninth Amendment Effective Date pursuant to the  provisions of Section 2.18 of the Credit Agreement and consents to all of the amendments set forth in  Sections 2 and 3 hereof below.               (b)   It  is  hereby  agreed  that  this  Amendment  shall  be  deemed  to  be  a  “joinder  agreement”  to  the  Extension  Amendment  with  respect  to  the  Extending  Revolving  Credit  Lender’s  Extended  Revolving  Credit  Commitments.   It  is  hereby  agreed  that  the  existing  Revolving  Credit  Commitment converted hereby shall be deemed to be an “Existing Revolving Credit Loan Facility” and  an  “Existing  Revolving  Credit  Commitment”,  the  Revolving  Credit  Loans  under  the  New  Extended  Revolving Credit Commitment shall be deemed to be “Extended Revolving Credit Loans”, and the New  Extended  Revolving  Credit  Commitment  shall  be  deemed  to  be  an  “Extended  Revolving  Credit  Commitment” and a portion of a “Revolving Credit Loan Extension Series”, in each case, under and as  defined  in  the  Credit  Agreement  for  all  purposes  of  the  Credit  Agreement.  For  the  purposes  of  this  Amendment,  (i)  the  “Existing  Revolving  Credit  Loan  Extension  Series”  shall  mean  the  Revolving  Credit  Loan  Extension  Series  established  pursuant  to  the  Extension  Amendment  and  (ii)  the  “New  Extended Revolving Credit Commitment” shall mean the Extended Revolving Credit Commitment of  the  Existing  Lender  party  hereto  which  has  been  converted  from  its  Existing  Revolving  Credit  Commitment pursuant to the terms of this Amendment.  For the avoidance of doubt, on and after the date  hereof,  (i)  the  New Extending Revolving  Credit  Commitments  shall  be  deemed  to  be  a  portion  of the  Existing Revolving Credit Loan Extension Series and (ii) the Revolving Credit Commitments under the                                         2   1997166-NYCSR07A - MSW  





 






Existing Revolving Credit Loan Extension Series shall be deemed to be increased by the amount of such  New Extended Revolving Credit Commitment.                  SECTION 2.  Amendments to Article I of the Credit Agreement.  Article I of the     Credit Agreement is hereby amended as follows:               (a)   Section 1.01 of the Credit Agreement is hereby amended by adding the following  new definition in the appropriate alphabetical order:               ““Ninth Amendment” means Amendment No. 9 to Credit Agreement, dated as of May              9, 2018, by and among the Borrower, GS, as the Administrative Agent, the Swing Line              Lender and an L/C Issuer, the Extending Revolving  Credit Lender (as defined therein)              and the Required Revolving Credit Lenders.”               (b) Section 1.01 of the Credit Agreement is hereby amended by amending and restating  the definition of “Maturity Date” in its entirety to read as follows:               ““Maturity  Date”  means  (i)  with  respect  to  the  Revolving  Credit  Commitments  and              Swing Line Loans that have not been extended pursuant to Section 2.18, the date that is              five (5) years after the Closing Date (the “Original Revolving Credit Maturity Date”),              (ii) with respect to the Initial Term Loans that have not been extended pursuant to Section              2.17, the date that is seven (7) years after the Second Refinancing Amendment Effective              Date  (the  “Original  Term  Loan  Maturity  Date”),  (iii)  with  respect  to  any  Extended              Term Loans of a given Term Loan Extension Series, the final maturity date as specified              in the applicable Extension Amendment accepted by the respective Lender or Lenders,              (iv) with respect to any Extended Revolving Credit Commitments of a given Revolving              Credit  Loan  Extension  Series,  the  final  maturity  date  as  specified  in  the  applicable              Extension Amendment accepted by the respective Lender or Lenders, (v) with respect to              those Extended Revolving Credit Commitments converted pursuant to the terms of the              Eighth Amendment and the Ninth Amendment and the Revolving Credit Loan Extension              Series thereunder, November 8, 2021, (vi) with respect to any Refinancing Term Loans,              Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans, the              final  maturity  date  as  specified  in  the  applicable  Refinancing  Amendment,  (vii)  with              respect to any New Term Loan, New Revolving Credit Commitments or New Revolving              Credit  Loans,  the  final  maturity  date  as  specified  in  the  applicable  Incremental              Amendment and (viii) with respect to Replacement Term Loans, the final maturity date              as  specified  in  the  applicable  amendment  to  this  Agreement  in  respect  of  such              Replacement Term Loans; provided, in each case, that if such day is not a Business Day,              the applicable Maturity Date shall be the Business Day immediately preceding such day.”                  SECTION 3.  Ancillary  Amendments  to  Extension  Amendment.   Subject  to  the     satisfaction of the conditions set forth in Section 4 hereof, the following amendments to the Credit     Agreement shall be in effect on and from the Ninth Amendment Effective Date and remain in effect     until  the  occurrence  of  the  Financial  Covenant  Compliance  Date  (as  defined  below).   Upon  the     occurrence of the Financial Covenant Compliance Date, the amendments in this Section 3 shall no     longer be in effect and, except with respect to the amendments to the Credit Agreement in Sections 1     and 2 above, the terms of the Credit Agreement shall revert to those as in effect immediately prior to     the Eighth Amendment Effective Date.                                          3   1997166-NYCSR07A - MSW  





 






            (a)   From  the  Ninth  Amendment  Effective  Date  until  the  Financial  Covenant  Compliance Date, Section 7.11 of the Credit Agreement is hereby amended and restated in its entirety to  read as follows:               “(a)  Subject  to  Section  7.11(b),  on  any  Compliance  Date,  permit  the  Total  Net              Leverage Ratio as of such Compliance Date to be greater than 4.50:1.00.                (b)   Notwithstanding  anything  in  Section  7.11(a)  above,  if  and  for  so  long  as  the              Borrower and its Restricted Subsidiaries fail to satisfy any of the conditions set forth in              clauses (i), (ii) and (iii) of Section 7.11(c) (the “Financial Covenant Conditions”) (the              occurrence  of such  event, a “Financial  Covenant  Event”), the  Borrower  shall  not,  on              any Compliance Date occurring on and after the occurrence and during the continuation              of  a  Financial  Covenant  Event,  permit  the  Total  Net  Leverage  Ratio  as  of  such              Compliance Date to be greater than 2.00:1.00.              (c)   It is understood and agreed that:                     (i)   On  and  after  the  Eighth  Amendment  Effective  Date,  it  shall  be  a                    Financial  Covenant  Condition  that  the  Borrower  not,  nor  shall  the  Borrower                    permit any Restricted Subsidiary to, have made any  Investment on or after the                    Eighth Amendment Effective Date in reliance on Section 7.02(ff), unless, at the                    time of the earlier of the date on which such Investment was made and the date                    on which the definitive agreement governing the relevant Investment containing                    a legally binding commitment to make such Investment was made, the Borrower                    was  in  compliance  with  a  Total  Net  Leverage  Ratio  of  equal  to  or  less  than                    3.00:1.00  (calculated  on  a  Pro  Forma  Basis)  as  of  the  last  day  of  the  most                    recently ended Test Period on or prior to the date of determination.                     (ii)  On  and  after  the  Eighth  Amendment  Effective  Date,  it  shall  be  a                    Financial  Covenant  Condition  that  the  Borrower  not,  nor  shall  the  Borrower                    permit any Restricted Subsidiary to, have declared or made, directly or indirectly,                    on  or  after  the  Eighth  Amendment  Effective  Date,  any  Restricted  Payment  in                    reliance  on  Section  7.06(i)  unless,  immediately  prior  to  such  declaration  and                    payment, the Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of                    the  last  day  of  the  most  recently  ended  Test  Period  on  or  prior  to  the  date  of                    determination was equal to or less than 3.00:1.00.                     (iii)   On and after the Ninth Amendment Effective Date, it shall be a Financial                    Covenant  Condition  that  the  Borrower  not,  nor  shall  the  Borrower  permit  any                    Restricted  Subsidiary  to  have  made,  (x)  any  Investment  on  or  after  the  Ninth                    Amendment  Effective  Date  in  reliance  on  Section  7.02(j),  (y)  any  Restricted                    Payment on or after the Ninth Amendment Effective Date in reliance on Section                    7.06(c)  or  (z)  any  prepayment,  redemption,  repurchase,  defeasance,  exchange,                    acquisition or retirement or other acquisition of Junior Financing on or after the                    Ninth Amendment Effective Date in reliance on clause (v) of Section 7.13(a), in                    each case in reliance on clause (a) of the definition of “Available Amount”.               (d)   For  the  avoidance  of  doubt,  (i)  failure  to  satisfy  any  Financial  Covenant              Condition shall have no effect other than a Financial Covenant Event subject to and as              described in Section 7.11(b) and (ii) the Financial Covenant Conditions shall only be in              effect until the Financial Covenant Compliance Date.                                        4   1997166-NYCSR07A - MSW  





 






            (e)   As used in this Section 7.11:                     “Eighth Amendment Effective Date” means May 2, 2018.                    “Financial  Covenant  Compliance  Date”  means,  at  any  time  after  the  Eighth                    Amendment  Effective  Date,  the  last  day  of  the  most  recent  period  of  two                    consecutive  fiscal  quarters  of  the  Borrower  ended  on  or  prior  to  such  time  in                    respect  of  which  financial  statements  for  each  quarter  or  fiscal  year  in  such                    period have been or are required to be delivered pursuant to Section 6.01(a) or                    (b), as applicable, on which the Total Net Leverage Ratio at the end of each of                    such fiscal quarters was less than 4.00:1:00.                     “Ninth Amendment Effective Date” means May 9, 2018.               (f)   The provisions of this Section 7.11 are for the benefit of the Revolving Credit        Lenders  only  and  the  Required  Revolving  Credit  Lenders  may  (a)  amend,  waive  or  otherwise        modify this Section 7.11 or the defined terms used solely for purposes of this Section 7.11 or (b)        waive any Default resulting from a breach of this Section 7.11, in each case under the foregoing        clauses (a) and (b), without the consent of any Lenders other than the Required Revolving Credit        Lenders in accordance with the provisions of Section 10.01.”                  SECTION 4.  Conditions to Effectiveness.  This Amendment and the obligations of     the  Extending  Revolving  Credit  Lender  hereunder  shall  become  effective on  the  date  hereof (such     date, the “Ninth Amendment Effective Date”) upon satisfaction (or, with respect to Section 4(a)(ii)     only, waiver by the Administrative Agent) of each of the following conditions:               (a) The Administrative Agent shall have received the following, each of which shall be  originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals):                     (i)   the Borrower’s executed counterpart signature page to this Amendment;                     (ii)  each  Guarantor’s  executed  counterpart  signature  page  to  the        acknowledgment attached to this Amendment;                     (iii) an  executed  counterpart  signature  page  to  this  Amendment  by  (A)  the        Required Revolving Credit Lenders, (B) the Swing Line Lender and (C) GS in its capacity as L/C        Issuer; and                     (iv)  an  executed  Revolving  Credit  Extension  Election  by  the  Extending        Revolving Credit Lender.               (b) Immediately before and immediately after giving effect to this Amendment, no Event  of Default shall exist.               (c) Immediately  before  and  immediately  after  giving  effect  to  this  Amendment,  the  representations and warranties of the Borrower and each other Loan Party contained in Article V of the  Credit  Agreement  or  in  any  other  Loan  Document  shall  be  true  and  correct  in  all  material  respects;  provided that, to the extent that such representations and warranties specifically refer to an earlier date,  they shall be true and correct in all material respects as of such earlier date; provided, further, that, any                                         5   1997166-NYCSR07A - MSW  





 






representation  or  warranty  that  is  qualified  as  to  “materiality,”  “Material  Adverse  Effect”  or  similar  language shall be true and correct in all respects.               (d) The Administrative Agent shall have received payment of all expenses required to be  paid  or  reimbursed  by  any  Loan  Party  under  or  in  connection  with  this  Amendment,  including  those  expenses set forth in Section 11 hereof, in each case, to the extent invoiced in reasonable detail prior to  the date hereof.               (e)  The  Borrower  shall have  paid to  the  Administrative  Agent,  for  the  account of the  Extending Revolving Credit Lender, an extension fee equal to 0.20% of its Extended Revolving Credit  Commitment on the Ninth Amendment Effective Date, payable in full on, and subject to the occurrence  of, the Ninth Amendment Effective Date.               (f) The  Administrative  Agent  shall  have  received  a  certificate,  dated  the  Ninth  Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction  of the conditions set forth in Sections 4(b) and (c) of this Amendment.               Other than the conditions set forth in this Section 4 and in Section 2.18(e) of the Credit  Agreement, there are no other conditions (express or implied) to the Ninth Amendment Effective Date.                   SECTION 5.  Representations and Warranties.  Each of the Loan Parties represents     and warrants to the Administrative Agent and the Lenders party hereto that this Amendment has been     duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation,     enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy,     insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject     to general principles of equity, regardless of whether considered in a proceeding in equity or at law.                  SECTION 6.  Counterparts.   This  Amendment  may  be  executed  in  counterparts     (and by different parties hereto in different counterparts), each of which shall constitute an original,     but  all  of  which  when  taken  together  shall  constitute  a  single  contract.   Delivery  of  an  executed     counterpart  of  a  signature  page  of  this  Amendment  by  facsimile  transmission  or  other  electronic     imaging  means  (including  in  .pdf  format)  shall  be  effective  as  delivery  of  a  manually  executed     counterpart of this Amendment.                  SECTION 7.  Governing  Law  and  Waiver  of  Right  to  Trial  by  Jury.   THIS     AMENDMENT  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN  ACCORDANCE  WITH,     THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury     provisions in Sections 10.15 and 10.16 of the Credit Agreement are incorporated herein by reference     mutatis mutandis.                  SECTION 8.  Headings.   The  headings  of  this  Amendment  are  for  purposes  of     reference only and shall not limit or otherwise affect the meaning hereof.                  SECTION 9.  Reaffirmation.                 (a)  The  Borrower  hereby  expressly  acknowledges  the  terms  of  this  Amendment  and     acknowledges that the Extended Revolving Credit Commitment constitutes a part of the Obligations     under  the  Amended  Credit  Agreement,  and  reaffirms,  as  of  the  date  hereof,  (i)  the  covenants  and     agreements contained in each Loan Document to which it is a party, as in effect immediately after     giving effect to this Amendment and the transactions contemplated hereby, and (ii) its grant of Liens     on the Collateral to secure the Obligations pursuant to the Collateral Documents to which it is a party.                                        6   1997166-NYCSR07A - MSW  





 






            (b) Each Guarantor, by signing the acknowledgment attached to this Amendment, in its     capacity as a Guarantor under the Guaranty to which it is a party, acknowledges and agrees that the     Extended  Revolving  Credit  Commitment  constitutes  a  part  of  the  Obligations  under  the  Amended     Credit Agreement and that the guarantee contained in the Guaranty is, and shall remain, in full force     and effect immediately after giving effect to this Amendment and reaffirms, as of the date hereof, (i)     the covenants and agreements contained in each Loan Document to which it is a party, as in effect     immediately after giving effect to this Amendment and the transactions contemplated hereby, and (ii)     its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents to     which it is a party.                  SECTION 10. Effect  of  Amendment;  References  to  the  Credit  Agreement;     Miscellaneous.  Except as expressly set forth herein, this Amendment (a) shall not by implication or     otherwise  limit,  impair,  constitute  a  waiver  of  or  otherwise  affect  the  rights  and  remedies  of  the     Lenders or the Agents under the Credit Agreement or any other Loan Document, and (b) shall not     alter,  modify,  amend  or  in  any  way  affect  any  of  the  terms,  conditions,  obligations,  covenants  or     agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any     other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full     force  and  effect  as  amended  by  this  Amendment  (as  applicable).  All  references  to  the  Credit     Agreement  in  any  document,  instrument,  agreement,  or  writing  shall  from  and  after  the  Ninth     Amendment Effective Date be deemed to refer to the Amended Credit Agreement, and, as used in the     Amended Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and     words  of  similar  import  shall  mean,  from  and  after  the  Ninth  Amendment  Effective  Date,  the     Amended Credit Agreement.                  SECTION 11. Expenses.   The  Borrower  agrees  to  reimburse  the  Administrative     Agent  for  its  reasonable  out-of-pocket  expenses  in  connection  with  this  Amendment  to  the  extent     required under Section 10.04 of the Amended Credit Agreement.                                [Signature Pages Follow]                                         7   1997166-NYCSR07A - MSW  





 






 





 






             GOLDMAN SACHS BANK USA,              as Administrative Agent, Swing Line Lender and L/C              Issuer               By:               //~~               Name:              Title:                                Gabriel 3acobson                              Authorized Signatory   [Amendment No. 9 to Credit Agreement] 





 






             GOLDMAN SACHS BANK USA,              as Required Revolving Credit Lender               By:              Name:              Title:                                 Gabriel ]acobson                               A~thorize~ Signatory   [Amendment No. 9 to Credit Agreement] 





 






 





 






 





 






 





 






 





 






 





 






 





 






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